Terms

Series

Series A Redeemable Preferred Stock

Liquidation Preference

$4.15

Coupon Rate

5.301%

Rate Type

Fixed

Annual Dividend

$0.22

Payment Frequency

Annual

Cumulative

Yes

Perpetual

Yes

Convertible

No

Callable

Yes

First Call Date

June 1, 2021

First Call Price

$4.28

Redemption Notice Period

30 days

Capital Stack Ranking

Junior To: All Existing And Future Indebtedness, Any Future Senior Preferred Stock; Pari Passu With: Any Future Parity Shares; Senior To: Common Stock, Any Future Junior Stock

Regulatory (Basel III) Call

No

Tax Classification

Other

Qualifies for QDI

No

Qualifies for DRD

No

Shares Offered

970,588

Prospectus Summary

Willamette Valley Vineyards, Inc. is offering up to 970,588 shares of its Series A Redeemable Preferred Stock (Nasdaq: WVVIP), a no-par-value perpetual preferred with a fixed dividend of $0.22 per share per year (approximately 5.3% on the original issue price of $4.15), with offering prices ranging from $4.25 to $4.55 depending on purchase period. The stock is cumulative, meaning unpaid dividends accumulate and must be paid in full before any distributions can be made on common or other junior securities — though unpaid dividends do not themselves earn interest or compound. The Company is optionally callable at any time after June 1, 2021, at the original issue price of $4.15 plus accrued dividends plus a 3% redemption premium. The Series A Redeemable Preferred Stock ranks senior to Willamette Valley Vineyards' common stock and any future junior securities with respect to dividends and liquidation distributions. However, it ranks junior to all existing and future indebtedness of the Company — both secured and unsecured — and also junior to any future series of preferred stock that the board of directors (with outside director approval) may designate as senior. Notably, the articles of incorporation permit the board to issue senior preferred without consent of Series A holders, creating potential for dilution of priority. There is no regulatory capital trigger or Tier 1 call provision, as this is an operating company (not a bank). At the original issue price of $4.15, the annual dividend of $0.22 per share represents an effective yield of approximately 5.3%. Dividends are declared annually in November and paid in December; no quarterly distributions are made. The prospectus does not address qualified dividend income (QDI) or dividends-received deduction (DRD) treatment, so investors should seek tax advice. The dividend stopper is meaningful: if any cumulative preferred dividends are unpaid, the Company is barred from paying dividends on common stock or other junior securities. However, the board retains discretion over declaration, and existing credit facilities may constrain the practical ability to pay even when legally permissible.

Summarized from the SEC prospectus filing.

Distribution History

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If any cumulative dividends on the Series A Preferred remain unpaid, the Company is prohibited from paying any dividends on common stock or other junior securities.

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 50 (Average)